Beijing Deheng (Lanzhou) law firm
Legal opinions on Lanzhou Ls Heavy Equipment Co.Ltd(603169) the first extraordinary general meeting of shareholders in 2002
Lanzhou, China
Beijing Deheng (Lanzhou) law firm
15 / F, block a, Gansu chamber of Commerce building, No. 601, Yanyuan Road, Lanzhou
Tel: (0931) 8260111
Beijing Deheng (Lanzhou) law firm
About Lanzhou Ls Heavy Equipment Co.Ltd(603169)
Legal opinions of the first extraordinary general meeting of shareholders in 2002
Deheng 37g20220025 to: Lanzhou Ls Heavy Equipment Co.Ltd(603169)
Beijing Deheng (Lanzhou) law firm (hereinafter referred to as the firm) has accepted the entrustment of Lanzhou Ls Heavy Equipment Co.Ltd(603169) (hereinafter referred to as Lanzhou Ls Heavy Equipment Co.Ltd(603169) ) to appoint lawyers with securities service experience of the firm (hereinafter referred to as the firm’s lawyers) to attend the first extraordinary general meeting of shareholders in Lanzhou Ls Heavy Equipment Co.Ltd(603169) 2022 (hereinafter referred to as the general meeting of shareholders), In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “Listing Rules”) and other laws, regulations and normative legal documents, as well as the provisions of the articles of association of Lanzhou Ls Heavy Equipment Co.Ltd(603169) (hereinafter referred to as the “articles of association”), the lawyers of the firm discussed the convening procedures of Lanzhou Ls Heavy Equipment Co.Ltd(603169) this general meeting of shareholders This legal opinion is issued on relevant matters such as the qualification of attendees, the qualification of conveners, voting procedures and voting results.
This legal opinion is only used for the purpose of Lanzhou Ls Heavy Equipment Co.Ltd(603169) this general meeting of shareholders and shall not be used by anyone for any other purpose. Our lawyers agree to announce this legal opinion together with Lanzhou Ls Heavy Equipment Co.Ltd(603169) the resolution of this general meeting of shareholders, and bear corresponding responsibilities for this legal opinion according to law.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant materials and implementation of the shareholders’ meeting, and now give the following legal opinions:
1、 On the convening and convening procedures of this general meeting of shareholders
(I) convening procedures of this general meeting of shareholders
After verification by the lawyers of the firm, the board of directors of the company posted on Shanghai Securities News, Securities Daily, securities times and the website of Shanghai Stock Exchange www.sse.com on January 25, 2022 com. cn. The notice of Lanzhou Ls Heavy Equipment Co.Ltd(603169) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice) was issued. The board of directors of the company has made a resolution on the convening of the general meeting of shareholders and notified the shareholders in the form of announcement.
After verification by our lawyers, the main contents of the above notice include: meeting time, meeting place, voting method, online voting system, start and end date and voting time, equity registration date, participants of the meeting, etc. Our lawyers believe that the convening of this general meeting of shareholders is in line with the relevant provisions of the company law, the listing rules and the articles of association.
(II) convening procedures of the general meeting of shareholders
1. After verification by our lawyers, the company plans to hold this shareholders’ meeting on February 9, 2022 in the notice. The notice of the company to convene this general meeting of shareholders has been made in the form of announcement 15 days in advance. The lawyer of the firm believes that the time of the company’s notice to convene the general meeting of shareholders complies with the relevant provisions of the company law, the listing rules and the articles of association.
2. After verification by our lawyers, the general meeting of shareholders was held at 10:00 a.m. on February 9, 2022 in the conference room on the 6th floor of Lanzhou Ls Heavy Equipment Co.Ltd(603169) No. 528, west section of Yellow River Avenue, Lanzhou New Area, Lanzhou city. The meeting was presided over by Mr. Zhang Pulin, chairman of the company.
The lawyers of the firm believe that the time, place and content of the shareholders’ meeting are consistent with the announcement, and the convening and convening of the meeting comply with the relevant provisions of laws, regulations, normative documents and the articles of association. 2、 On the qualifications of the personnel attending the general meeting of shareholders
1. The shareholders entitled to attend the general meeting of shareholders of your company are all the shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch and their entrusted agents after the end of the trading system on the afternoon of January 28, 2022.
2. According to the examination of our lawyers, 22 shareholders and their agents attended Lanzhou Ls Heavy Equipment Co.Ltd(603169) this general meeting of shareholders, holding 781947004 shares, accounting for 59.8600% of the total shares of the company. Among them, 1 shareholder and shareholder agent attended the on-site meeting, holding 680439704 shares of the company, accounting for 52.0894% of the total shares of the company; A total of 21 shareholders attended the shareholders’ meeting through online voting, holding 101507300 shares of the company, accounting for 7.7706% of the total shares of the company.
3. The directors, supervisors and senior managers of your company who attend the general meeting of shareholders are legally elected and have the right to attend the general meeting of shareholders.
4. Our lawyers attended the shareholders’ meeting.
5. The convener of this shareholders’ meeting is the Lanzhou Ls Heavy Equipment Co.Ltd(603169) board of directors.
The lawyers of the firm believe that the qualifications of shareholders, non voting participants and conveners of the general meeting of shareholders meet the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
3、 Proposals considered at this meeting
1. Proposal on applying for comprehensive credit extension of financial institutions in 2022;
2. Proposal on providing guarantee for subsidiaries applying for comprehensive credit extension from financial institutions;
3. Proposal on the expected daily connected transactions of the company in 2022;
4. Proposal on Entrusting Lanshi group to build intelligent projects and related party transactions.
The above-mentioned proposals 2, 3 and 4 are proposals for separate vote counting for small and medium-sized investors. At the same time, proposals 3 and 4 are proposals involving the avoidance of voting by related shareholders. The related shareholders who should avoid voting are Lanzhou Lanshi Group Co., Ltd.
Our lawyers believe that the above proposal is consistent with the notice of the general meeting of shareholders and the provisions of laws, regulations, normative documents and the articles of association.
4、 Voting procedures of the general meeting of shareholders
1. This general meeting of shareholders adopts the combination of on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 10:00 a.m. on February 9, 2022 in the conference room on the 6th floor of Lanzhou Ls Heavy Equipment Co.Ltd(603169) and presided over by Mr. Zhang Pulin, chairman of the board; The online voting time of this general meeting of shareholders is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 9, 2022.
2. The shareholders attending the shareholders’ meeting designated Yang Chengen and Zhou Huailian as the major accounting votes and Gao Yujie as the vote supervisor of the meeting to count the votes on the matters under consideration, which is in line with the relevant provisions of the articles of association. 3. According to the verification of our lawyers, the shareholders present at the meeting voted item by item on the proposals included in the agenda of the general meeting of shareholders, and the voting method was in line with the relevant provisions of the company law and the listing rules. 4. According to the statistics of the voting results and the verification of our lawyers, the voting results of the shareholders’ meeting on the proposal are as follows:
Yes / No. the content of the proposal is agreed by the number of votes agreed by the proportion of votes against the number of votes against the ratio of abstention to abstention. The ratio is no (%). The number of votes is passed (%)
1 about application 2022
Proposal on annual comprehensive 781934304 99.9983 12700 0.0017 0.0000 credit extension of financial institutions
About being a subsidiary
2 application for financial institution synthesis 781314016 99.9190 631788 0.0807 1200 0.0003
Provide guarantee for cooperative credit
My motion is
Individually or jointly held
Among them, the number of companies is less than 5% (not 100874312 99.3764 631788 0.6224 1200 0.0012
Small and medium-sized investment (including) shares
Voting of investors
3. About the estimated company
Daily closing in 2022 101493400 99.9863 12700 0.0125 1200 0.0012
Proposal on joint stock transaction
Individually or collectively, there are companies holding less than 5% (not 101493400 99.9863 12700 0.0125 1200 0.0012
Small and medium-sized investment (including) shares
Voting of investors
About entrusting Lanshi
4. Group construction intellectualization 101494600 99.9874 12700 0.0126 0.0000
Project and related party transactions
My motion is
Individually or jointly held
Among them, the number of companies is less than 5% (not 101494600 99.9874 12700 0.0126 0.0000)
Small and medium-sized investment (including) shares
Voting of investors
Our lawyers believe that the above voting results comply with the relevant provisions of the company law, the listing rules and the articles of association.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures, the qualifications of participants and conveners, voting procedures and voting results of the first extraordinary general meeting of shareholders in Lanzhou Ls Heavy Equipment Co.Ltd(603169) 2022 comply with the relevant provisions of laws and regulations and the articles of association, and the resolutions adopted are legal and effective.
